Grindr Inc 10-Q/A for FY2021 Q3
Grindr Inc. (GRND)
10-Q/A
2021-12-28
For: 2021-09-30
View Original
Added on
April 08, 2026
About this 10-Q/A
Grindr Inc filed this 10-Q/A on December 28, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $11.83M
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.1 to
FORM 10-Q/A
(MARK ONE)
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarter ended September 30, 2021
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
Commission file number: 001-39714
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
+65 6338 2132
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
|
☒
|
Smaller reporting company
|
|
|
Emerging growth company
|
|
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒
No ☐
As of December 28, 2021, there were 27,600,000 Class A ordinary shares, $0.0001 par value and 6,900,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.
TIGA ACQUISITION CORP.
FORM 10-Q/A FOR THE QUARTER ENDED SEPTEMBER 30, 2021
TABLE OF CONTENTS
|
Page
|
||
|
PART 1 – FINANCIAL INFORMATION
|
||
|
Item 1.
|
Financial Statements
|
|
| Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020 (Restated) |
1
|
|
| Unaudited Condensed Statements of Operations for the Three and Nine months Ended September 30, 2021
and for the period from July 27, 2020 (inception) through September 30, 2020 |
2
|
|
|
3
|
||
| Unaudited Condensed Statement of Cash Flows for the Nine months Ended September 30, 2021 and for the period from
July 27, 2020 (inception) through September 30, 2020 |
4
|
|
| Notes to Unaudited Condensed Financial Statements (Restated) |
5
|
|
|
Item 2.
|
19
|
|
|
Item 3.
|
22
|
|
|
Item 4.
|
22 | |
|
PART II – OTHER INFORMATION
|
||
|
Item 1.
|
23 | |
|
Item 1A.
|
23
|
|
|
Item 2.
|
23
|
|
|
Item 3.
|
23
|
|
|
Item 4.
|
23
|
|
|
Item 5.
|
23
|
|
|
Item 6.
|
24 | |
| 25 | ||
EXPLANATORY NOTE
Tiga Acquisition Corp. (the “Company,” “Tiga,” “we,” “us” or “our”) is filing this Amendment No. 1 to its Quarterly Report on Form
10-Q/A for the quarterly period ended September 30, 2021 (this “Amended Form 10-Q”) to amend and restate certain terms in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 originally filed with the Securities and
Exchange Commission (the “SEC”) on November 10, 2021 (the “Original Quarterly Report”).
Background of Restatement
The Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable Class A
ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “Initial Public Offering”) on November 27, 2020. Historically, a portion of the Public Shares were
classified as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in
the Company’s amended and restated memorandum and articles of association (the “Charter”). Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of all of
the Public Shares as temporary equity regardless of the net tangible assets redemption limitation contained in the Charter. In addition, in connection with the change in presentation for the Public Shares, the Company determined it should restate its
earnings per share calculation to allocate income and losses shared pro rata between the two classes of ordinary shares. This presentation contemplates a business combination as the most likely outcome, in which case, both classes of ordinary shares
share pro rata in the income and losses of the Company.
Following the filing of the Original Quarterly Report, the Company’s management, together with the Audit Committee, re-evaluated whether
the reclassification adjustment related to temporary equity and permanent equity should be restated as of the Initial Public Offering date and the next subsequent reporting periods. Following such re-evaluation, the Company’s management, together
with the Audit Committee determined that the Company’s financial statements and other financial data (i) as unaudited interim financial statements as of and for the three months ended March 31, 2021, and (ii) unaudited interim financial statements as
of and for the three and six months ended June 30, 2021 (collectively, the “Affected Periods”) should be restated through the filing of this Amended Form 10-Q. The Affected Periods have been restated in Note 2 of this Amended Form 10-Q, with the
restatements resulting in a change in the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary
shares. Further, there is no impact to the reported amounts for total assets, total liabilities, cash flows, or net income (loss) but earnings per share was impacted due to a change in presentation relating to the restatements.
The financial information that has been previously filed or otherwise reported for the period ended September 30, 2021
is superseded by the information in this Amended Form 10-Q, and the financial statements and related financial information contained in the Original Quarterly Report, filed on November 10, 2021, including the filings for the Affected Periods should
no longer be relied upon. On December 23, 2021, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Quarterly Report, as well as the Form 8-K for the Post-Initial Public Offering
Audited Balance Sheet as of November 27, 2020 filed on December 3, 2020, the Amended Form 10-K for the year ended December 31, 2020, filed on June 22, 2021 the Form 10-Q for the period ended March 31, 2021 filed on June 22, 2021, and the Form 10-Q
for the period ended June 30, 2021 filed on August 13, 2021.
Internal Control Considerations
In connection with the restatement, management has re-evaluated the effectiveness of the Company’s disclosure controls and procedures and
internal control over financial reporting as of September 30, 2021. The Company’s management has concluded that, in light of the errors described above, and the filing of the Form 10-Q, a material weakness exists in the Company’s internal control
over financial reporting and that the Company’s disclosure controls and procedures were not effective as a result thereof. Management plans to enhance the system of evaluating and implementing the accounting standards that apply to our financial
statements, including enhanced training of our personnel and increased communication among our personnel and third-party professionals with whom we consult regarding application of complex financial instruments. For a discussion of management’s
consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, “Controls and Procedures” of this Amended Form 10-Q.
TIGA ACQUISITION CORP.
|
September 30,
2021 |
December 31,
2020 |
|||||||
|
(Unaudited)
|
(Restated) | |||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash
|
$
|
|
$
|
|
||||
|
Prepaid expenses
|
|
|
||||||
|
Total Current Assets
|
|
|
||||||
|
Investments held in Trust Account
|
|
|
||||||
|
Total Assets
|
$
|
|
$
|
|
||||
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accrued expenses
|
$
|
|
$
|
|
||||
|
Accrued offering costs
|
|
|
||||||
|
Total Current Liabilities
|
|
|
||||||
|
Forward Purchase Agreement liability
|
|
|
||||||
|
Warrant liability
|
|
|
||||||
|
Deferred underwriting fee payable
|
|
|
||||||
|
Total Liabilities
|
|
|
||||||
|
Commitments and Contingencies
|
||||||||
|
Class A ordinary shares subject to possible redemption,
|
|
|
||||||
|
Shareholders’ Deficit
|
||||||||
|
Preference shares, $
|
|
|
||||||
|
Class A ordinary shares, $
|
|
|
||||||
|
Class B ordinary shares, $
|
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
|
Total Shareholders’ Deficit
|
(
|
)
|
(
|
)
|
||||
|
Total Liabilities and Shareholders’ Deficit
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
TIGA ACQUISITION CORP.
(Unaudited)
|
For The Three
Months Ended
September 30,
2021
|
For The Nine
Months Ended
September 30,
2021
|
For the Period
from July 27,
2020
(Inception)
through
September 30,
2020
|
||||||||||
|
Operating costs
|
$
|
|
$ | $ | ||||||||
|
Loss from operations
|
(
|
)
|
( |
) | ( |
) | ||||||
|
Other income:
|
||||||||||||
|
Interest earned on investments held in Trust Account
|
|
|||||||||||
|
Change in fair value of warrant liabilities
|
|
|||||||||||
|
FV of private placement warrant in excess of purchase price
|
|
|||||||||||
|
Change in fair value of forward purchase agreement liabilities
|
||||||||||||
|
Total other income, net
|
|
|||||||||||
|
Net income (loss)
|
$
|
|
$ | $ | ( |
) | ||||||
|
Weighted average shares outstanding of Class A ordinary shares
|
|
|||||||||||
|
Basic and diluted net income per share, Class A ordinary shares
|
$
|
|
$ | $ | ||||||||
|
Weighted average shares outstanding of Class B ordinary shares
|
|
|||||||||||
|
Basic and diluted net income per share, Class B ordinary
|
$
|
|
$ | $ | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
TIGA ACQUISITION CORP.
(Unaudited) (Revised)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
|
|
Class B Ordinary
Shares
|
Additional
Paid-in
|
Accumulated
|
Total
Shareholders’
|
||||||||||||||||
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||
|
Balance – January 1, 2021, as restated (see Note 2)
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
|
|
||||||||||||||||||||
|
Net income
|
—
|
|
|
|
|
|||||||||||||||
|
Balance – March 31, 2021, as restated (see Note 2)
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
|
||||||||||||||||||||
|
Accretion for Class A ordinary shares to redemption amount
|
—
|
—
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Net income
|
—
|
|
|
|
|
|||||||||||||||
|
Balance – June 30, 2021, as restated (see Note 2)
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
Net income
|
—
|
|
|
|
|
|||||||||||||||
|
Balance – September 30, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
FOR THE PERIOD FROM JULY 27, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
|
|
Class B Ordinary Shares
|
Additional
Paid-in
|
Accumulated
|
Total
Shareholders’
|
||||||||||||||||
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
|||||||||||||||
|
Balance – July 27, 2020 (inception)
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
|
|
||||||||||||||||||||
|
Issuance of Class B ordinary shares to Sponsors
|
|
|
|
|
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Balance – September 30, 2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
The accompanying notes are an integral part of these unaudited condensed financial
statements.
TIGA ACQUISITION CORP.
(Unaudited)
|
|
Nine months
Ended
September 30,
|
For the
Period from
July 27,
2020 (Inception)
Through
September 30,
|
||||||
|
|
2021
|
2020
|
||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
|
Change in fair value of warrant liabilities
|
(
|
)
|
|
|||||
|
Change in fair value of forward purchase agreement liabilities
|
(
|
)
|
|
|||||
|
Compensation expense on Private Placement warrants
|
(
|
)
|
||||||
|
Interest earned on investments held in Trust Account
|
(
|
)
|
|
|||||
|
Formation cost paid by Sponsor in exchange for issuance of founder shares
|
|
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Prepaid expenses
|
|
|
||||||
|
Accrued expenses
|
|
|
||||||
|
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Investment of cash into trust Account
|
(
|
)
|
|
|||||
|
Net cash used in investing activities
|
(
|
)
|
|
|||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Advances from related party
|
|
|
||||||
|
Proceeds from promissory note – related party
|
|
|
||||||
|
Payment of offering costs
|
—
|
(
|
)
|
|||||
|
Proceeds from sale of Private Placements Warrants
|
|
|
||||||
|
Payment of offering costs
|
(
|
)
|
—
|
|||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net Change in Cash
|
(
|
)
|
|
|||||
|
Cash – Beginning of period
|
|
|
||||||
|
Cash – End of period
|
$
|
|
$
|
|
||||
|
Non-Cash investing and financing activities:
|
||||||||
|
Offering costs included in accrued offering costs
|
$
|
|
$
|
|
||||
|
Change in value of Class A ordinary shares subject to possible redemption
|
$
|
|
$
|
|
||||
|
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
|
$
|
|
||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
NOTE 1 — DESCRIPTION OF ORGANIZATION AND
BUSINESS OPERATIONS
Tiga Acquisition Corp.
(the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 27, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or entities (a “Business Combination”).
The Company is not
limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and
emerging growth companies.
As of September 30, 2021,
the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) and since the Initial Public Offering through September 30, 2021 relates to the Company’s formation and the preparation for the initial public
offering (the “Initial Public Offering”), which is described below. Since the Initial Public Offering, the Company’s activity has been limited to the search for a business combination target. The Company will not generate any operating revenues
until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration
statement for the Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of their
over-allotment option in the amount of 3,600,000 Units, at $10.00 276,000,000 which is described in
Note 4.
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 10,280,000 warrants (the “Initial Private Placement
Warrants”) at a price of $1.00 per Initial Private Placement Warrant in a private placement to Tiga Sponsor LLC (the “Sponsor”),
generating gross proceeds of $10,280,000 , which is described in Note 5.
Transaction costs
amounted to $15,736,649 , consisting of $5,520,000
of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs.
Following the closing of
the Initial Public Offering on November 27, 2020, an amount of $278,760,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Initial Private Placement Warrants was placed in a trust account (the “Trust
Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less until the earliest of: (i)
the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating a
Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating
businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding the amount of any
deferred underwriting discount held in the Trust Account and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Company will provide
the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public
Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of
business days prior to the consummation of the Business Combination (initially anticipated to be $10.10 per Public Share), including
interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public
Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business
Combination with respect to the Company’s warrants.
The Company will proceed
with a Business Combination only if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who
attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated
Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included
in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any
Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of
whether they vote for or against a proposed Business Combination.
5
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Notwithstanding the
foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other
person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an
aggregate of 15 % of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed
(a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles
of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to
shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have up
until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board if requested by the Sponsor, extend the
period of time to consummate a Business Combination one time, by an additional 6 months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional private placement warrants, such extended deadline, the “Contractual
Redemption Date.” The shareholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for the Company to consummate a Business Combination to be extended, the Sponsor or its
affiliates or permitted designees, upon five days advance notice prior to the applicable deadline, must purchase an additional 2,760,000 private placement warrants at $1.00
per warrant and deposit the $2,760,000 in proceeds into the Trust Account on or prior to the date of the applicable deadline, for each 6 -month extension.
If the Company has not
completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than business days thereafter, redeem 100 % of the Public Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of
the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public
Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The Sponsor has agreed to
waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its
respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included
with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be
less than the Initial Public Offering price per Unit.
In order to protect the
amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or
products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.30 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.30 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This
liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other
than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in
or to monies held in the Trust Account.
6
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Going Concern
In connection with the
Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the
Company has until May 27, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. However, if the Company anticipates that it may not be able to consummate a
Business Combination by May 27, 2022, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination one time, by an additional 6 months (until November 27, 2022 to complete a
Business Combination), subject to the Sponsor purchasing additional private placement warrants, such extended deadline, the “Contractual Redemption Date.” If a Business Combination is not consummated by this date and an extension not requested by
the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and
potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after
May 27, 2022. On November 17, 2021 the Board of Directors voted to extend the Company for six months through May 27, 2022.
NOTE 2 — RESTATEMENT OF
PREVIOUSLY ISSUED FINANCIAL STATEMENTS
In
connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate its previously reported financial statements. The Company determined, at the closing of the Company’s Initial
Public Offering and shares sold pursuant to the exercise of the underwriters’ overallotment, it had improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject
to possible redemption to be equal to the redemption value of $10.10 per Class A ordinary share, as of December 31, 2020, while also
taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001 . Management determined that the
Class A ordinary shares issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s
control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption
value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with
the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.
In connection with the
change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its earnings per share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates
a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.
There has been no change in the Company’s total assets, liabilities or operating results.
|
Balance Sheet as of March 31, 2021 (unaudited)
|
As Previously
Reported
|
Adjustment
|
As Restated
|
|||||||||
|
Class A ordinary shares subject to possible redemption
|
$
|
|
$
|
|
$
|
|
||||||
|
Class A ordinary shares
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Additional paid-in capital
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
|
Accumulated deficit
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
Total shareholders’ equity (deficit)
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
| Number of shares subject to redemption | ||||||||||||
|
Balance Sheet as of June 30, 2021 (unaudited)
|
||||||||||||
|
Class A ordinary shares subject to possible redemption
|
$ |
|
$ |
|
$ |
|
||||||
|
Class A ordinary shares
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
|
Additional paid-in capital
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
|
Accumulated deficit
|
$ |
(
|
)
|
$ |
(
|
)
|
$ |
(
|
)
|
|||
|
Total shareholders’ equity (deficit)
|
$ |
|
$ |
(
|
)
|
$ |
(
|
)
|
||||
|
Number of shares subject to redemption
|
|
|
|
|
||||||||
|
Condensed Consolidated Statement of Changes in Shareholders’ Equity (Deficit) as of March 31, 2021 (unaudited)
|
||||||||||||
|
Change in value of Class A ordinary shares subject to redemption
|
$ |
(
|
)
|
$ |
|
$ |
|
|||||
|
Condensed Consolidated Statement of Changes in Shareholders’ Equity (Deficit) as of June 30, 2021 (unaudited)
|
||||||||||||
|
Change in value of Class A ordinary shares subject to redemption
|
$ |
(
|
)
|
$ |
|
$ |
|
|||||
|
Accretion for Class A ordinary shares to redemption amount
|
$ |
|
$ |
(
|
)
|
$ |
(
|
)
|
||||
|
Statement of Cash Flows for the Three Months Ended March 31, 2021 (unaudited)
|
||||||||||||
|
Change in value of Class A ordinary shares subject to possible redemption
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
|
Statement of Cash Flows for the Three Months Ended June 30, 2021 (unaudited)
|
||||||||||||
|
Change in value of Class A ordinary shares subject to possible redemption
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
|
Statement of Operations for the three months ended March 31, 2021 (unaudited)
|
||||||||||||
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
|
|||||||||
|
Basic and diluted net income per share, Class A ordinary shares
|
$ |
|
$ |
|
$ |
|
||||||
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
|
|||||||||
|
Basic and diluted net loss per share, Class B ordinary shares
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
|
Statement of Operations for the three months ended June 30, 2021 (unaudited)
|
||||||||||||
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
|
|||||||||
|
Basic and diluted net income per share, Class A ordinary shares
|
$ |
|
$ |
|
$ |
|
||||||
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
|
|||||||||
|
Basic and diluted net loss per share, Class B ordinary shares
|
$ |
|
$ |
(
|
)
|
$ |
|
|||||
|
Statement of Operations for the six months ended June 30, 2021 (unaudited)
|
||||||||||||
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
|
|||||||||
|
Basic and diluted net income per share, Class A ordinary shares
|
$ |
|
$ |
|
$ |
|
||||||
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
|
|||||||||
|
Basic and diluted net loss per share, Class B ordinary shares
|
$ |
|
$ |
(
|
)
|
$ |
|
|
7
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 3 — SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and
Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim
financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited
condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A No. 2 for the period ended December 31, 2020 as filed with the SEC on December 28, 2021. The interim results for
the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or any future periods.
Emerging Growth
Company
The Company is
an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced
disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved.
8
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration
statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the
extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or
revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period
difficult or impossible because of the potential differences in accounting standards used.
Use of
Estimates
The preparation
of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of expenses during the reporting period.
9
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Cash and Cash
Equivalents
The Company
considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Warrant and Forward Purchase Agreement Liability
The Company
accounts for the Warrants and Forward Purchase Agreement (the “FPA”) (each as defined below) in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria for equity treatment and must be
recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each
balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
The Public
Warrants (as defined below) for periods where no observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market
price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants (as defined below) was determined using a Black-Scholes-Merton model. The committed units of the FPA are valued using a discounted
valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework.
Marketable
Securities Held in Trust Account
At September
30, 2021 and December 31, 2020, substantially all of the assets in the Trust Account were held in U.S. Treasury securities.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A
ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are
classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain
redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, Class A ordinary shares, 27,600,000
The Company recognizes changes in
redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company
recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.
At September
30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:
|
September 30,
2021
|
December 31,
2020
|
|||||||
|
Gross proceeds
|
$
|
|
$
|
|
||||
|
Private Placement Proceeds
|
||||||||
|
Less:
|
||||||||
|
Proceeds allocated to Public Warrants
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Class A ordinary shares issuance costs
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Plus:
|
||||||||
|
Accretion of carrying value to redemption value
|
$
|
|
$
|
|
||||
|
Class A ordinary shares subject to possible redemption
|
$
|
|
$
|
|
||||
10
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Income Taxes
The Company
accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax
jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no no
Net Income
(Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB
ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in
calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
11
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial
Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 26,840,000 Class A ordinary shares in the aggregate. As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised
or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income
(loss) per ordinary share:
|
Three Months Ended
September 30, 2021
|
Nine Months Ended
September 30, 2021
|
For the Period from July 27,
2020 (Inception) Through
September 30, 2020
|
||||||||||||||||||||||
| Class A |
Class B | Class A | Class B |
Class A |
Class B |
|||||||||||||||||||
|
Basic and diluted net income per ordinary share
|
|
|||||||||||||||||||||||
|
Numerator:
|
|
|||||||||||||||||||||||
|
Allocation of net income (loss), as adjusted
|
$ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||
|
Denominator:
|
|
|||||||||||||||||||||||
|
Basic and diluted weighted average shares outstanding
|
|
|||||||||||||||||||||||
|
Basic and diluted net income per ordinary share
|
$ | $ | $ | $ |
$
|
|
$ | |||||||||||||||||
Note: As of September 30, 2021, basic and diluted shares are the same as there are no securities that are dilutive to the Company’s ordinary shareholders.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which,
at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between
market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
|
•
|
Level 1, defined as observable inputs such as
quoted prices (unadjusted) for identical instruments in active markets;
|
|
|
•
|
Level 2, defined as inputs other than quoted
prices in active markets that are directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
|
|
•
|
Level 3, defined as unobservable inputs in
which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are
unobservable.
|
In some circumstances, the inputs used to measure fair value might be categorized within different
levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
12
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives
in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then
re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months
of the balance sheet date.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed
financial statements.
NOTE 4 — INITIAL PUBLIC
OFFERING
Pursuant to the Initial
Public Offering, the Company sold 27,600,000 Units, which includes the full exercise by the underwriters of their over-allotment option
in the amount of 3,600,000 Units, at a purchase price of $10.00 one Class A ordinary share and of one redeemable warrant (“Public Warrant” and together with the Private Placement Warrants, the “Warrants”). Each whole Public Warrant
entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share, subject to adjustment (see Note 9).
NOTE 5 — PRIVATE
PLACEMENT
Simultaneously with the
closing of the Initial Public Offering, the Sponsor purchased an aggregate of 10,280,000 Initial Private Placement Warrants at a price
of $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $10,280,000 . Each Initial Private Placement Warrant is exercisable to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Initial
Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. On May 18, 2021 and November 17, 2021, respectively, the Company announced the approval and extension of the time period to consummate a Business Combination and
the approval of the issuance and sale of certain private placement warrants in connection therewith. On May 20, 2021 and November 22, 2021, respectively, the required deposit of $2,760,000 2,760,000 15,800,000 . If the
Company does not complete a Business Combination within the Combination Period, the proceeds from the sales of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law)
and the Private Placement Warrants will expire worthless.
NOTE 6 — RELATED PARTY
TRANSACTIONS
Founder Shares
In July 2020, the Sponsor
paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 Class B ordinary shares (the “Founder Shares”). On November 23, 2020 the Sponsor transferred 20,000 1,150,000 -share dividend, resulting in 6,900,000 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend. The Founder Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the
number of Founder Shares would equal, on an as-converted basis, approximately 20 % of the Company’s issued and outstanding ordinary
shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 900,000
Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed,
subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the
completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at
least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or
other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Administrative
Support Agreement
Commencing on November
23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for overhead expenses and
related services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, the Company incurred and paid $30,000 and $90,000 of such fees, respectively.
13
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Related Party Loans
In order to finance
transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital
Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,000,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of
proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021 and December 31, 2020, the Company had no
NOTE 7 — COMMITMENTS AND
CONTINGENCIES
Risks and Uncertainties
Management continues to
evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for
a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Registration Rights
Pursuant to a
registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary
shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) and forward purchase shares and forward purchase warrants (and underlying Class A ordinary shares)
will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short
form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will
bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are
entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business
Combination, subject to the terms of the underwriting agreement.
Forward Purchase
Agreement
The Company entered into
a forward purchase agreement (the “FPA”) with the Sponsor which provides for the purchase by the Sponsor or its permitted transferee (the “forward purchaser”) of an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable
warrants (the “forward purchase warrants”) to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000 ,
or $10.00 per Class A ordinary share, in a private placement to close prior to or concurrently with the closing of a Business Combination
(the “Committed FPA”). Pursuant to the forward purchase agreement, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A ordinary shares plus an additional 2,500,000 redeemable
warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000,000 , or $10.00 per Class A ordinary share, in one or multiple private placements to close prior to or concurrently with the closing of a Business Combination
(the “Optional FPA”). The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase warrants will have the same terms as the Public Warrants.
14
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The proceeds from the
sale of the forward purchase securities may be used as part of the consideration to the sellers in a Business Combination, expenses in connection with a Business Combination or for working capital. This purchase will be required to be made
regardless of whether any Class A ordinary shares are redeemed by the Public Shareholders and are intended to provide the Company with a minimum funding level for a Business Combination.
NOTE 8 — SHAREHOLDERS’ EQUITY
Preference Shares
— The Company is authorized to issue 1,000,000 0.0001 no
Class A Ordinary
Shares — The Company is authorized to issue
200,000,000 0.0001 one vote for each share. At September 30, 2021 and December 31, 2020, there were 27,600,000
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 0.0001 one
vote for each share. As of September 30, 2021 and December 31, 2020, there were 6,900,000
Holders
of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A
ordinary shares on the first business day following the consummation of a Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of Initial Public
Offering, plus (ii) the total number of ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or in relation to the
completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor or any of their respective affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares
convert into Class A ordinary shares at a rate of less than one to one.
NOTE 9 — WARRANTS
Public Warrants may only be exercised for a whole number of shares. No fractional
shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business
Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business
Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A ordinary shares pursuant to
the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless
the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration
statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and
during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A
ordinary shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,
require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in
effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
15
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants
(except as described with respect to the Private Placement Warrants):
|
●
|
in whole and not in part;
|
|
●
|
at a price of $
|
|
●
|
upon not less than
|
|
●
|
if, and only if, the last reported sale price of
the Class A ordinary shares for any
|
If and when the warrants become redeemable by the Company, the Company may exercise
its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 . Once the warrants become exercisable, the Company may redeem the outstanding warrants:
|
●
|
in whole and not in part;
|
|
●
|
at $
|
|
●
|
if, and only if, the Reference Value equals or exceeds $
|
|
●
|
if the Reference Value is less than $
|
The exercise price and number of ordinary shares issuable upon exercise of the Public
Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be
adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the
Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets
held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A ordinary shares or
equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its
affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a
Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20
trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 %
of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants are identical to the Public Warrants underlying the
Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be
exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial
purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
16
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
NOTE 10 — FAIR VALUE
MEASUREMENTS
The fair value of the
Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly
transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources)
and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs
and unobservable inputs used in order to value the assets and liabilities:
| Level 1: |
Quoted prices in active markets for identical assets or
liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
| Level 2: |
Observable inputs other than Level 1 inputs. Examples
of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
| Level 3: |
Unobservable inputs based on our assessment of the
assumptions that market participants would use in pricing the asset or liability.
|
The Company classifies
its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold
until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
At September 30, 2021
and December 31, 2020, assets held in the Trust Account were comprised of $3,963 in cash and $281,590,000 in U.S. Treasury securities and $1,103 in cash and
$278,773,543 in U.S. Treasury securities, respectively. During the three and nine months periods ended September 30, 2021 and the year
ended December 31, 2020, the Company did no
The following table presents the gross
holding gain and loss and fair value of held-to-maturity securities at September 30, 2021 and December 31, 2020:
| |
Held-To-Maturity | Level |
Amortized
Cost
|
Gross
Holding
Gain/(Loss)
|
Fair
Value (i)
|
||||||||||||
|
September 30, 2021
|
U.S. Treasury Securities
(Mature on
|
1
|
$
|
|
$
|
|
$
|
|
|||||||||
|
December 31, 2020
|
U.S. Treasury Securities
(Mature on
|
1
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||
|
|
(i)
|
|
At September 30, 2021
and December 31, 2020, there were 13,800,000 Public Warrants and 13,040,000 Private Placement Warrants outstanding and 13,800,000 Public Warrants and 10,280,000 Private Placement Warrants
outstanding, respectively.
The following table presents information
about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021 and December 31,2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair
value:
|
Level
|
September 30,
2021
|
Level
|
December 31,
2020
|
|||||||||||||
|
Assets:
|
||||||||||||||||
|
Cash and Investments held in Trust Account
|
1
|
$
|
|
1
|
$
|
|
||||||||||
|
Liabilities:
|
||||||||||||||||
|
Warrant liability – public warrants
|
1
|
$
|
|
3
|
$
|
|
||||||||||
|
Warrant liability – private placement warrants
|
3
|
$ |
|
3
|
$ |
|
||||||||||
|
FPA liability – committed
|
3
|
$ |
|
3
|
$ |
|
||||||||||
|
FPA liability – optional
|
3
|
$ |
|
3
|
$ |
|
||||||||||
Transfers
to and from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. On January 14, 2021, the Company’s Class A shares and Public Warrants commenced trading separately on
the New York Stock Exchange. As there is now a listed price on an active market, Public Warrants totaling $17,940,000 have been
reclassified from a Level 3 to Level 1 instrument. During the three months period ended September 30, 2021, there were no
Subsequent
to the detachment of the Public Warrants from the Units, the Public Warrants quoted market price is used as the fair value as of each relevant date. The fair value of the Private Placement Warrants is determined using a Black-Scholes-Merton
model. The committed units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework. The
Warrants and FPA are accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities and FPA are measured at fair value at on a recurring basis, with changes in fair value presented in the statements of operations.
17
TIGA ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The following table provides
quantitative information regarding Level 3 fair value measurement inputs at their measurement dates:
|
As of
September 30, 2021
|
As of
December 31, 2020
|
|||||||
|
Warrants- private placement
|
||||||||
|
Common stock price
|
$
|
|
$
|
|
||||
|
Volatility
|
|
%
|
|
%
|
||||
|
Expected life of the options to convert
|
|
|
||||||
|
Risk free rate
|
|
%
|
|
%
|
||||
|
Dividend yield
|
|
%
|
|
%
|
||||
|
FPA-committed
|
||||||||
|
Common stock price
|
$
|
|
$
|
|
||||
|
Time to maturity
|
|
|
||||||
|
Risk Free rate
|
|
%
|
|
%
|
||||
|
FPA-optional
|
||||||||
|
Common stock price
|
$
|
|
$
|
|
||||
|
Volatility
|
|
%
|
|
%
|
||||
|
Time to maturity
|
|
|
||||||
|
Risk Free rate
|
|
%
|
|
%
|
||||
The
common stock price is the closing price of the Class A shares as of September 30, 2021. Volatility assumptions are based on volatilities from comparable publicly traded SPAC’s and implied volatilities from comparable publicly traded warrants.
Time to maturity for the Private Placement Warrants is assumed to be equivalent to their remaining contractual term while for the FPA is the expected time to exercise. The risk-free rate is based on US Treasury rates commensurate with the
remaining time to expiration of the liability. The Company anticipates the dividend to remain at zero.
The following table presents the changes
in the fair value of the Warrants and the FPA liabilities:
|
Public
Warrants
|
Private
Placement
Warrants
|
Total
Warrant
Liability
|
Committed
FPA
|
Optional
FPA
|
Total FPA
Liability
|
|||||||||||||||||||
|
Fair value as of December 31, 2020
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
| Additional Private Placement Warrants May 27, 2021 |
||||||||||||||||||||||||
|
Fair Value of Private Placement Warrants in excess of purchase price
|
( |
) | ( |
) | ||||||||||||||||||||
|
Change in fair value
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Fair value as of September 30, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the
balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On November 17, 2021, the Company announced the approval and extension of the time period to consummate a Business Combination and the
approval of the issuance and sale of certain Private Placement Warrants in connection therewith. On November 22, 2021, the required deposit of $2,760,000
was placed into the Trust Account and on November 23, 2021, the Company issued and sold to the Sponsor 2,760,000 Private Placement
Warrants (the “Extension Private Placement Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”). With these extensions, the Company will have until May 27, 2022 to consummate a Business
Combination. The total amount of outstanding Private Placement Warrants is 15,800,000 and the total deposits into the Trust Account
have been $284,280,000 ($10.30
per public share).
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Tiga Acquisition Corp. References to our “management” or our
“management team” refer to our officers and directors, and references to the “Sponsor” refer to Tiga Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction
with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and
uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and
projected. All statements, other than statements of historical fact included in this Form 10-Q/A including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding
the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations
and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently
available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could
cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give
effect to the restatement of our financial statements as of December 31, 2020, March 31, 2021 and June 30, 2021. Management identified misstatements made in its historical financial statements where, at the closing of our Initial Public
Offering, we improperly valued our Class A ordinary shares subject to possible redemption. We previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.30 per Class A ordinary
shares while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become
redeemable subject to the occurrence of future events considered outside of the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in
the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification error related to temporary equity and permanent equity. This resulted in a restatement to the
initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.
Overview
We are a blank check company incorporated in the Cayman Islands on July 27, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering, the
exercise in full of the over-allotment option and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination
will be successful.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through September 30, 2021 were
organizational activities and those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target for a Business Combination. We do not expect to generate any operating
revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur
increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For the three months ended September 30, 2021, we had a net income of $11,830,757 which consisted of a gain from change in fair value of warrant liability
(Public Warrants and Private Placement Warrants) of $11,368,775, a gain from change in fair value of FPA liability of $1,105,906, and interest earned on marketable securities held in the Trust Account of $23,028, offset by operating costs of
$666,952.
For the nine months ended September 30, 2021, we had a net income of $22,828,766, which consisted of a gain from change in fair value of warrant liability
(Public Warrants and Private Placement Warrants) of $22,902,838, a gain from change in fair value of FPA liability of $1,290,015, a gain in the fair value of Private Placement Warrants in excess of purchase price of $79,548 and interest earned on
marketable securities held in the Trust Account of $58,104, offset by operating costs of $1,501,739.
For the period from July 27, 2020 (inception) through September 30, 2020, we had net loss of $5,129 which consisted of operating cost.
Going Concern
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard
Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022 to consummate a Business Combination. It is uncertain that the
Company will be able to consummate a Business Combination by this time. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board if requested by the
Sponsor, extend the period of time to consummate a Business Combination one time, by an additional 6 months (until November 27, 2022 to complete a Business Combination), subject to the Sponsor purchasing additional private placement warrants,
such extended deadline, the “Contractual Redemption Date.” If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company.
Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to
continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. On November 17, 2021 the Board of Directors voted to extend the Company
for an additional six months through May 27, 2022.
Liquidity and Capital Resources
As of September 30, 2021, we had cash of $337,775. Until the consummation of the Public Offering, our only source of liquidity was an initial purchase of
ordinary shares by the Sponsor and loans from our Sponsor.
On November 27, 2020, we consummated the Initial Public Offering of 27,600,000 Units, which included the full exercise by the underwriters of their
over-allotment option in the amount of 3,600,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 10,280,000 Initial
Private Placement Warrants to the Sponsor at a price of $1.00 per private placement warrant generating gross proceeds of $10,280,000.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the Initial Private Placement, a total of $278,760,000 was placed in
the Trust Account. We incurred $15,736,649 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $556,649 of other offering costs. On May 18, 2021 and November 17, 2021, respectively, the
Company announced the approval and extension of the time period to consummate a Business Combination and the approval of the issuance and sale of certain private placement warrants in connection therewith. On May 20, 2021 and November 22, 2021,
respectively, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021 and November 23, 2021, respectively, the Company issued and sold to the Sponsor 2,760,000 Extension Private Placement Warrants. The total
amount of outstanding Private Placement Warrants is 15,800,000 and the total deposits into the Trust Account have been $284,280,000 ($10.30 per public share).
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which
interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is
used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other
acquisitions and pursue our growth strategies.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure,
negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the
event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000
of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our
initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business
Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2021. We do not participate in
transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We
have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate
of the Sponsor a monthly fee of $10,000 for overhead expenses and related services provided to the Company. We began incurring these fees on November 23, 2020 and will continue to incur these fees monthly until the earlier of the completion of a
Business Combination and the Company’s liquidation.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters
from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
We entered into a private placement warrants purchase agreement, dated as of November 23, 2020, with the Sponsor which provides that at the option of the
Sponsor, on the dates that are six, 12 and 18 months, respectively from the closing date of the Initial Public Offering, the Company shall issue and sell to the Sponsor, its affiliates or permitted designees and the Sponsor shall purchase from
the Company, an additional 2,760,000, private placement warrants at a price of $1.00 per private placement warrant for an aggregate purchase price of $2,760,000.
We entered into a FPA with the Sponsor or an affiliate of the Sponsor which provides for the purchase by the Sponsor of an aggregate of 5,000,000 Class A
ordinary shares, plus an aggregate of 2,500,000 forward purchase warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 per Class A ordinary share, in a private placement to
close prior to or concurrently with the closing of a Business Combination. Pursuant to the FPA, the forward purchaser was also granted an option to subscribe, in the forward purchaser’s sole discretion, for an additional 5,000,000 Class A
ordinary shares plus an additional 2,500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an additional purchase price of $50,000,000, or $10.00 per Class A ordinary share, in one or multiple private
placements to close prior to or concurrently with the closing of our Initial Business Combination. The obligations under the FPA do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The forward purchase
warrants will have the same terms as the Public Warrants issued as part of the Units.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those estimates. We identified the following critical accounting policies:
Warrant and Forward Purchase Agreement (FPA) Liability
The Company accounts for the Warrants and FPA in accordance with the guidance contained in ASC 815-40, under which the Warrants and FPA do not meet the criteria
for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants and FPA as liabilities at their fair value and adjust the Warrants and FPA to fair value at each reporting period. These liabilities are
subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the
statements of operations.
The Public Warrants for periods where no observable trade price was available are valued using a Monte Carlo simulation. For periods subsequent to the detachment
of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The fair value of the Private Placement Warrants was determined using a Black-Scholes-Merton model. The committed
units of the FPA are valued using a discounted valuation of a reconstructed unit price and the optional units of the FPA are valued using the same reconstructed unit price within a Black-Scholes-Merton model framework.
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480
“Distinguishing Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares
that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, ordinary shares
are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares
subject to possible redemption is presented as temporary equity, outside of the shareholders’ equity section of our balance sheets.
Net Income (Loss) per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. We apply the
two-class method in calculating earnings per share. The net income or loss is allocated to each class of stock using an allocation of total shares, which is then divided by the total shares for the respective class.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our
condensed financial statements.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are
electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth
companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls
over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with
any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and
(iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period
of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this
item.
| ITEM 4. |
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in
our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex
financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that
the financial statements included in this Amended Form 10-Q/A present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded
and improved our review process for complex financial instruments. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting
applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
Changes in Internal Control Over Financial Reporting
The Company has made changes in its internal control over financial reporting to enhance our processes to identify and
appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed consolidated financial statements, including providing enhanced access to
accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The Company can offer no assurance that these
changes will ultimately have the intended effects.
PART II - OTHER INFORMATION
None.
| ITEM 1A. |
RISK FACTORS.
|
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks
described in our amended Annual Report on Form 10-K/A No. 2 for the period ended December 31, 2020 as filed with the SEC on December 28, 2021. Any of these factors could result in a significant or material adverse effect on our results of
operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no
material changes to the risk factors disclosed in our amended Annual Report on Form 10-K/A No. 2 for the period ended December 31, 2020 as filed with the SEC on December 28, 2021. We may disclose changes to such factors or disclose additional
factors from time to time in our future filings with the SEC.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
On November 27, 2020, we consummated the Initial Public Offering of 27,600,000 Units, inclusive of 3,600,000 Units sold to the underwriters upon the
underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $276,000,000. The securities sold in the offering were registered under the Securities Act on registration
statements on Form S-1 (No. 333-249853 and 333-250902). The registration statements became effective on November 23, 2020.
Simultaneously with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we
consummated a private placement of 10,280,000 Initial Private Placement Warrants to our Sponsor at a price of $1.00 per Initial Private Placement Warrant, generating total proceeds of $10,280,000. Such securities were issued pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act. On May 18, 2021 and November 17, 2021, respectively, the Company announced the approval and extension of the time period to consummate a Business Combination and the
approval of the issuance and sale of certain private placement warrants in connection therewith. On May 20, 2021 and November 22, 2021, respectively, the required deposit of $2,760,000 was placed into the Trust Account and on May 25, 2021 and
November 23, 2021, respectively, the Company issued and sold to the Sponsor 2,760,000 Extension Private Placement Warrants. The total amount of outstanding Private Placement Warrants is 15,800,000 as of the date of this filing.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering,
except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the sale of the Private
Placement Warrants, $284,280,000 was placed in the Trust Account.
We paid a total of $5,520,000 in underwriting discounts and commissions and $556,649 for other offering costs related to the
Initial Public Offering. In addition, the underwriters agreed to defer $9,660,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Form 10-Q/A.
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES.
|
None.
| ITEM 4. |
MINE SAFETY DISCLOSURES.
|
Not applicable.
| ITEM 5. |
OTHER INFORMATION.
|
In September 2021, an entity, Willow Holdco Pte. Ltd., to which Diana Luo, CFO, G. Raymond Zage III, CEO and Chairman, and Ashish Gupta, President, are
directors, consummated the purchase of The Executive Centre group of companies.
| ITEM 6. |
EXHIBITS
|
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q/A.
|
No.
|
Description of Exhibit
|
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
|
101.INS*
|
XBRL Instance Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Filed herewith.
|
|
**
|
Furnished.
|
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
TIGA ACQUISITION CORP.
|
||
|
Date: December 28, 2021
|
/s/ George Raymond Zage III
|
|
|
Name:
|
George Raymond Zage III
|
|
|
Title:
|
Chief Executive Office and Chairman
|
|
|
(Principal Executive Officer)
|
||
|
Date: December 28, 2021
|
/s/ Diana Luo
|
|
|
Name:
|
Diana Luo
|
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
||
25